KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and 
directors of Matrix Service Company (the  Company ) hereby constitutes and 
appoints Doyl D. West and C. William Lee, and each of them (with full power 
to each of them to act alone), his true and lawful attorney-in-fact and 
agent, with full power of substitution, for him and on his behalf and 
in his name, place and stead, in any and all capacities, to sign, execute 
and file this Registration Statement under the Securities Act of 1933, as 
amended, and any or all amendments (including, without limitation, 
post-effective amendments), with all exhibits and any and all documents 
required to be filed with respect thereto, with the Securities and Exchange 
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform 
each and every act and thing requisite and necessary to be done in order to 
effectuate the same, as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
such attorneys-in-fact and agents, or any of them, or their substitute or 
substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities and on 
the dates indicated.

      Signature                 Title                                Date
         
 /S/ DOYL D. WEST       President, Chief Executive Officer      April 10, 1996
     Doyl D. West            and Director
                            (Principal executive officer)

/S/ C. WILLIAM LEE       Vice President - Finance and Director  April 10, 1996
    C. William Lee          (Principal financial and 
                             accounting officer)

/S/ HUGH E. BRADLEY                  Director                   April 10, 1996
    Hugh E. Bradley

/S/ ROBERT L. CURRY                  Director                   April 10, 1996
    Robert L. Curry


/S/ WILLIAM P. WOOD                  Director                   April 10, 1996
    William P. Wood

/S/ JOHN F. ZINK                     Director                   April 10, 1996
    John F. Zink